Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. (a) Prior to the Closing, Seller and its applicable Affiliates, at Seller’s sole cost and expense, shall take any and all actions necessary to effect the transactions contemplated by this Agreement, including (a) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability set forth on Section 5.19(a) of the Seller Disclosure Schedule from any Transferred Entity, on the one hand, to any member of the Seller Group (other than the Transferred Entities), on the other hand, and (b) conveying, transferring, assigning and delivering any asset or liability set forth on Section 5.19(b) of the Seller Disclosure Schedule from any member of the Seller Group (other than the Transferred Entities), on the one hand, to any Transferred Entity, on the other hand (the foregoing clauses (a) and (b) collectively, Closing, the “Seller Restructuring Transactions”), in each case pursuant to instruments of transfer in form and substance reasonably satisfactory to Purchaser and provided that Purchaser’s prior written consent shall be required for any action not set forth on Section 5.19 of the Seller Disclosure Schedule; provided, further, that Purchaser may not require Parent to change the steps contemplated by the Seller Restructuring Transaction. (b) At the request of Purchaser and at Purchaser’s cost and expense, Seller and its applicable Affiliates shall use commercially reasonable efforts to take such actions as requested by Purchaser to allow the Essex Generating Station to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any of the other Facilities, including obtaining any required standalone permits and contracts. The Parties agree to, and to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take such actions as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the foregoing.

Restructuring Transactions. (a) Prior Section 5.05 is hereby amended and supplemented by adding the following at the end of Section 5.05: “After the Closing Date, the following terms and conditions shall apply to the Closing, Seller and its applicable Affiliates, at Seller’s sole cost and expense, shall take any and all actions necessary to effect the transactions contemplated by this Agreement, including (a) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability procedures set forth on in Section 5.19(a) 4.3 of the Seller Disclosure Schedule from 5.05 for any Transferred Entity, on the one hand, Contracts (other than a Rail Car Lease Agreement) or Partially Transferred Contract that cannot be transferred to any a member of the Seller Group ▇▇▇▇▇▇ Group: (other than i) until the requisite approval or consent has been obtained under such Transferred Entities)Contract or Partially Transferred Contract, on any material amendment of, or material modification to, such Transferred Contract or Partially Transferred Contract (including any material amendment or material modification required or necessary to obtain the other hand, and (b) conveying, transferring, assigning and delivering any asset or liability set forth on Section 5.19(b) consent of the Seller Disclosure Schedule from any member counterparty to such Transferred Contract or Partially Transferred Contract) shall require the prior written approval of the Seller Group Purchaser (other than such approval not to be unreasonably withheld, delayed or conditioned); (ii) until the requisite approval or consent has been obtained under such Transferred Entities), on the one hand, to any Contract or Partially Transferred Entity, on the other hand (the foregoing clauses (a) and (b) collectively, ClosingContract, the “Seller Restructuring Transactions”)will keep the Purchaser reasonably informed of any requests made by the counterparty to such Transferred Contract or Partially Transferred Contract to amend or modify the terms of such Transferred Contract or Partially Transferred Contract; (iii) until the requisite approval or consent has been obtained under such Transferred Contract or Partially Transferred Contract in accordance with terms hereof, the Seller shall perform its, or cause its Affiliates to perform their, obligations under such Transferred Contract or Partially Transferred Contract in accordance with the terms thereof and, in each case pursuant to instruments of transfer in form and substance reasonably satisfactory to Purchaser and provided that Purchaser’s prior written consent shall be required for any action not set forth on Section 5.19 of connection therewith, the Seller Disclosure Schedule; provided, further, that Purchaser may not require Parent to change the steps contemplated by the Seller Restructuring Transaction. (b) At the request of Purchaser and at Purchaser’s cost and expense, Seller and its applicable Affiliates shall use commercially reasonable efforts to take such actions as requested follow reasonable directions provided by Purchaser to allow the Essex Generating Station to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any applicable member of the other Facilities▇▇▇▇▇▇ Group so long as such directions do not cause a breach of such contract (provided, including obtaining any required standalone permits that the Purchaser and contracts. The Parties agree the ▇▇▇▇▇▇ Holdcos shall, and shall cause the ▇▇▇▇▇▇ Subsidiaries to, be responsible for and indemnify the Seller and its Affiliates against all Losses arising from or relating to cause their respective Affiliates tothe Seller’s or its Affiliates’ compliance with this subsection (iii); and (iv) the Seller, cooperate in good faith the ▇▇▇▇▇▇ Holdcos and the Purchaser shall use their commercially reasonable efforts to take agree to commercially reasonable terms for purposes of effectuating the benefits and burdens of such actions as may be reasonably necessary to mitigate, reduce Transferred Contract or eliminate any Tax that could be imposed in connection with the foregoingPartially Transferred Contract.”

Restructuring Transactions. (a) Prior to the Closing, Seller shall, and shall cause its applicable AffiliatesSubsidiaries to, consummate the transactions listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller's right, title and interest in and to (i) the equity interests in the Division Entities and (ii) such other properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. (b) Prior to the Closing, Seller shall, and shall cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not used in the conduct of Business and which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the "Excluded Assets"). Any liabilities or obligations of the Company or any Division Entity that relate to any Excluded Asset shall also be transferred to and assumed by Seller or a Subsidiary of Seller (other than the Company or a Division Entity) prior to the Closing, and shall constitute Excluded Liabilities. The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the "Restructuring Transactions". (c) Prior to the Closing, Seller shall provide to Buyer evidence reasonably satisfactory to Buyer that the Restructuring Transactions have been completed and copies of all agreements, instruments, certificates and other documents relating to the Restructuring Transactions (the "Restructuring Documents"). As soon as practicable after the date hereof, and in any event at Seller’s sole cost least 30 days prior to the anticipated Closing Date, Seller shall meet and expenseconfer with Buyer and discuss the manner in which Seller would propose to effect the Restructuring Transactions and, upon the reasonable request of Buyer, Seller shall take any and all such actions necessary to effect the Restructuring Transactions as Buyer may reasonably request so long as (x) such actions, if implemented as of the Closing, would have no cost or liability to Seller or any of its Affiliates or (y) Buyer reimburses Seller for any costs or liabilities incurred by Seller or any of its Affiliates as a result of such requested action. (d) To the extent any property, asset or Contract that is to be transferred or conveyed pursuant to the Restructuring Transactions or the transactions contemplated by this AgreementAgreement is not assignable or transferable without the consent of any Person other than Seller, including Buyer or any of their respective Affiliates, and such consent shall not have been given prior to the Closing, Seller shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain any such consent. After the Closing, Seller and Buyer shall cooperate with each other in any reasonable arrangement that is designed to (ai) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability set forth on Section 5.19(a) relieve Seller of the Seller Disclosure Schedule from obligations of any Transferred Entitysuch property, on assets and Contracts that are required to be transferred or conveyed to the one hand, Company or the Division Entities pursuant to any member the Restructuring Transactions or the transactions contemplated by this Agreement and provide Buyer the benefits thereunder and (ii) relieve Buyer of the obligations of any such property, assets and Contracts that are required to be transferred or conveyed to Seller Group or a Subsidiary of Seller (other than the Transferred Company or the Division Entities), on the other hand, and (b) conveying, transferring, assigning and delivering any asset or liability set forth on Section 5.19(b) of the Seller Disclosure Schedule from any member of the Seller Group (other than the Transferred Entities), on the one hand, to any Transferred Entity, on the other hand (the foregoing clauses (a) and (b) collectively, Closing, the “Seller Restructuring Transactions”), in each case pursuant to instruments of transfer in form and substance reasonably satisfactory to Purchaser and provided that Purchaser’s prior written consent shall be required for any action not set forth on Section 5.19 of the Seller Disclosure Schedule; provided, further, that Purchaser may not require Parent to change Restructuring Transactions or the steps transactions contemplated by this Agreement and provide Seller the Seller Restructuring Transactionbenefits thereunder. (be) At If, after the request of Purchaser and at Purchaser’s cost and expenseClosing, Seller and or its applicable Affiliates shall use commercially reasonable efforts to take such actions as requested by Purchaser to allow the Essex Generating Station to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not receives any of the other Facilities, including obtaining any required standalone permits and contracts. The Parties agree to, and to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take such actions as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed payment in connection with the foregoingBusiness, Seller shall notify Buyer and cause such payment to be remitted to the Company promptly after receipt thereof by Seller or its Affiliate. If, after the Closing, Buyer, the Company or any Division Entity receives any payment that is not in connection with the Business and rightfully belongs to Seller or its Affiliates, Buyer shall notify Seller and cause such payment to be remitted to Seller promptly after receipt thereof by Buyer, the Company or the Division Entity.

Restructuring Transactions. (a) Prior Each Additional B-4 Dollar Term Lender agrees that, at the election of the Borrower, in one or more transactions and from time to time after the Restructuring Consent Date, (i) (A) each of Omaha Holdings LLC (or any other Person otherwise constituting “Holdings I”) and Gates Holdings 1 LLC (or any other Person otherwise constituting “Holdings II”) (collectively, “Existing Holdings”) may assign all of its rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as “Holdings” and a Guarantor to one or more Persons organized, formed or incorporated under the Laws of the United States, any state thereof or the District of Columbia or organized, formed or incorporated under the Laws of England and Wales (or such other jurisdiction as reasonably acceptable to the ClosingAdministrative Agent) (such Person or Persons, Seller individually or collectively, as applicable, “New Holdings”); provided that (1) one of New Holdings directly and its applicable Affiliates, at Seller’s sole cost and expense, shall take any and all actions necessary to effect the transactions contemplated by this Agreement, including (a) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability set forth on Section 5.19(a) collectively owns 100% of the Seller Disclosure Schedule from any Transferred Entityissued and outstanding Equity Interests in the Borrower, on the one hand, to any member (2) New Holdings issues a Guarantee of the Seller Group (other than the Transferred Entities)Obligations and assumes all of such rights, on title, interests, duties, liabilities and obligations of Existing Holdings under this Agreement and the other handLoan Documents, (3) no Event of Default shall have occurred and (b) conveying, transferring, assigning and delivering any asset or liability set forth on Section 5.19(b) be continuing at the time of the Seller Disclosure Schedule from Holdings Restructuring Transaction (as defined below) or shall result therefrom, (4) the Administrative Agent shall have received all documentation and other information about New Holdings, required under applicable “know your customer” and anti-money laundering rules and regulations and reasonably requested by the Administrative Agent (or by any member of Lender through the Seller Group Administrative Agent) in writing, (other than 5) New Holdings shall have become party to the Transferred Entities), on the one hand, to any Transferred Entity, on the other hand (the foregoing clauses (a) and (b) collectively, Closing, the “Seller Restructuring Transactions”), in each case ABL Intercreditor Agreement pursuant to instruments of transfer documentation in form and substance reasonably satisfactory to Purchaser the Collateral Agent, (6) New Holdings shall have pledged 100% of the Equity Interests of the Borrower and, if applicable, the Equity Interests of its direct Subsidiaries, as applicable, in each case to the Collateral Agent for the benefit of the Secured Parties pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent, shall have become party to the Security Agreement and shall have satisfied the Collateral and Guarantee Requirement applicable to New Holdings (provided that Purchaser’s prior written consent (x) if New Holdings is organized under the Laws of England and Wales, New Holdings shall cause a Companies House filing to be made to the extent necessary to perfect the security interest of the Collateral Agent in the Equity Interests of the Borrower and, if applicable, the Equity Interests of its direct Subsidiaries, as applicable, and (y) if New Holdings is organized under the Laws of a jurisdiction other than the United States, any state thereof, the District of Columbia or England and Wales, New Holdings shall take such actions as it and the Collateral Agent may reasonably agree are necessary to perfect the security interest of the Collateral Agent in the Equity Interests of the Borrower and if applicable, the Equity Interests of its direct Subsidiaries, as applicable, in each case notwithstanding any limitations set forth in the Collateral and Guarantee Requirement) and (7) the Holdings Restructuring Transactions (as defined below) do not, taken as a whole, materially impair the aggregate value or the enforceability of the Guarantees under the Loan Documents of the Obligations or the Liens of the Collateral Agent in the Collateral (this clause (i)(A), the “Holdings Assignment and Assumption”) and (B) immediately after giving effect to the Holdings Assignment and Assumption, and without affecting the continuing rights, title, interest, duties, liabilities and obligations of New Holdings, Existing Holdings shall be required for released from all of its rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents (including any action not set forth on Section 5.19 Collateral and Guarantee Requirement) (if any) as “Holdings” (this clause (i), the “Holdings Restructuring Transactions”) and (ii) (A) the Borrower (in such capacity, the “Existing Borrower”) may assign all of its rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents as the “Borrower” to any other Person (including any Co-Borrower) organized under the Laws of the Seller Disclosure ScheduleUnited States, any state thereof or the District of Columbia (a “New Borrower”); providedprovided that (1) the New Borrower assumes all of such rights, furthertitle, that Purchaser may not require Parent to change interests, duties, liabilities and obligations of the steps contemplated Existing Borrower under this Agreement and the other Loan Documents, (2) no Event of Default shall have occurred and be continuing at the time of the Borrower Restructuring Transactions or shall result therefrom, (3) the Administrative Agent shall have received all documentation and other information about the New Borrower, required under applicable “know your customer” and anti-money laundering rules and regulations and reasonably requested by the Seller Administrative Agent (or by any Lender through the Administrative Agent) in writing, (4) New Borrower shall have become party to the ABL Intercreditor Agreement pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent, (5) the Collateral owned by or transferred to the New Borrower from the Existing Borrower shall continue to constitute Collateral under the Collateral Documents, (6) New Borrower shall have become party to the Security Agreement and satisfied the Collateral and Guarantee Requirement, applicable to “Borrowers”, (7) each Guarantor shall have confirmed in writing that its Guarantee of the Obligations shall apply to the New Borrower’s obligations under the Loan Documents and shall have confirmed its prior grant of Liens under the Collateral Documents continue in full force and effect after giving effect to the Borrower Restructuring Transaction, and (8) the Borrower Restructuring Transactions do not materially impair the aggregate value or the enforceability of the Guarantees under the Loan Documents of the Obligations or the Liens of the Collateral Agent in the Collateral (this clause (ii)(A), the “Borrower Assignment and Assumption”) and (B) immediately after giving effect to such Borrower Assignment and Assumption, and without affecting the continuing rights, title, interest, duties, liabilities and obligations of such New Borrower, such Existing Borrower shall be released from all of its rights, title, interests, duties, liabilities and obligations (including the Obligations) under the Loan Documents (including any Collateral and Guarantee Requirement) (if any) as a “Borrower” (this clause (ii), the “Borrower Restructuring Transactions” and, together with the Holdings Restructuring Transactions, the “Restructuring Transactions”). (b) At the request of Purchaser and at Purchaser’s cost and expense, Seller and its applicable Affiliates shall use commercially reasonable efforts Each Additional B-4 Dollar Term Lender hereby consents to take such actions as requested by Purchaser to allow the Essex Generating Station to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any each of the Restructuring Transactions, the Equity Pledge Limitation (as defined below) and the Guarantor Limitation (as defined below) and acknowledges and agrees that in no event shall any Restructuring Transaction be deemed to constitute a Change of Control. Following the Restructuring Consent Date, the Administrative Agent and the Borrower may amend this Agreement (i) to reflect the Restructuring Transactions and such other Facilities, including obtaining any required standalone permits and contracts. The Parties agree to, and related changes to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take such actions this Agreement as may be applicable, including that, for purposes of Section 7.14, New Holdings shall be permitted to directly own the Equity Interests of Subsidiaries that are not the Borrower (in addition to the Equity Interests of the Borrower) and (ii) notwithstanding anything to the contrary in the Loan Documents, with respect to a Loan to a U.S. Borrower, to limit the pledge of voting Equity Interests in any CFC or FSHCO in each case that is a direct or indirect Subsidiary of a U.S. Borrower (including any such Equity Interests previously pledged to secure the Obligations), in each case, to 65% of the voting power of all outstanding Equity Interests of such CFC or FSHCO (the “Equity Pledge Limitation”) and (iii) notwithstanding anything to the contrary in the Loan Documents, with respect to a Loan to a U.S. Borrower, to exclude from the requirement to be a Subsidiary Guarantor (including removing any existing Subsidiary Guarantor) any CFC or FSHCO in each case that is a direct or indirect Subsidiary of a U.S. Borrower (the “Guarantor Limitation”), and, notwithstanding anything to the contrary in Section 10.01, such amendment shall become effective without any further action or consent of any other party to this Agreement. Each Additional B-4 Dollar Term Lender authorizes the Administrative Agent and the Collateral Agent to execute and deliver such documents, and take such other actions as the Borrower or Holdings may reasonably necessary request, to mitigategive effect to the Restructuring Transactions, reduce or eliminate any Tax that could the Equity Pledge Limitation and the Guarantor Limitation. (c) From and after the consummation of the Holdings Restructuring Transactions and the Restructuring Consent Date, New Holdings shall be imposed in connection with “Holdings” and a “Guarantor” under this Agreement and the foregoingother Loan Documents and a “Grantor” under the Security Agreement. New Holdings shall represent and warrant that, as of the date of the Holdings Restructuring Transactions, one of New Holdings directly and collectively owns 100% of the Equity Interests of the Borrower. (d) From and after the Borrower Restructuring Transactions and the Restructuring Consent Date, the New Borrower shall be a “Borrower” under this Agreement and the other Loan Documents and a “Grantor” under the Security Agreement.

Restructuring Transactions. (a) Prior As of the Closing Date, all aspects of the equity ownership and corporate and operational governance of the Borrower effected by the Restructuring Transaction Documents (including the composition of the Board of Directors and the management of the Borrower) shall be satisfactory to the ClosingAgent. Additionally, Seller all agreements relating to, and its applicable Affiliatesthe corporate and capital structure of, at Seller’s sole cost Borrower, as of the Closing Date and expense, shall take any and all actions necessary after giving effect to effect the transactions contemplated by this Agreementthe Loan Documents and the Restructuring Transaction Documents, including (a) conveyingand all organizational documents of Borrower, transferring, assigning and delivering any Excluded Asset or Excluded Liability to the extent not expressly set forth on Section 5.19(a) in the Plan of Reorganization, shall be satisfactory to the Seller Disclosure Schedule from any Transferred Entity, on the one hand, to any member of the Seller Group (other than the Transferred Entities), on the other hand, and Agent; and (b) conveying, transferring, assigning and delivering any asset or liability set forth on Section 5.19(b) As of the Seller Disclosure Schedule from any member Closing Date and after giving effect to the Restructuring Transaction Documents, the organizational structure and the capital structure of the Seller Group Borrower shall be satisfactory to the Agent; (other than c) Agent shall have received a copy of the Transferred Entities)Confirmation Orders, on the one hand, to any Transferred Entity, on the other hand each of which shall (the foregoing clauses (ai) and (b) collectively, Closing, the “Seller Restructuring Transactions”), in each case pursuant to instruments of transfer be in form and substance reasonably satisfactory to Purchaser Agent, (ii) except as agreed to by Agent, be final orders on the Closing Date, and provided (iii) be certified by the Clerk of the Bankruptcy Court; (d) As of the Funding Date, Agent shall have either (X) received a certificate dated the Closing Date from the Clerk of the Bankruptcy Court, if available, certifying that Purchaser(i) there is no order amending, modifying, staying, vacating, or rescinding the Final Order entered on the docket of the Clerk of the Bankruptcy Court on May 17, 2005 or pending appeal or motion to vacate or rescind the same and (ii) there is no motion or other pleading on file seeking to amend, modify, stay, vacate, or rescind the Plan of Reorganization, or (Y) waived such requirement; (e) As of the Funding Date, (i) A Certificate by the Borrower that all conditions to the Restructuring Transactions set forth in the Restructuring Transaction Documents shall have been satisfied or the fulfillment of any such conditions shall have been waived by the Agent, (ii) the Restructuring Transactions shall have become effective in accordance with the terms of the Restructuring Transaction Documents; and (iii) the Effective Date with respect to the Plan of Reorganization shall have occurred; (f) As of the Closing Date, Agent shall have received a fully executed or conformed copy of each Restructuring Transaction Document and any documents executed in connection therewith, together with copies of each of the opinions of counsel delivered to the parties under the Restructuring Transaction Documents, accompanied by a letter from each such counsel (to the extent not inconsistent with such counsel’s prior written consent established internal policies) authorizing Agent and Lender to rely upon such opinion to the same extent as though it were addressed to Agent and Lender; (g) As of the Closing Date and Funding Date, each Restructuring Transaction Document shall be required for any action not set forth on Section 5.19 in full force and effect, and shall be in form and substance satisfactory to Agent; and (h) As of the Seller Disclosure Schedule; providedClosing Date and Funding Date, furtherthe Plan of Reorganization shall not have been amended, that Purchaser may not require Parent supplemented, restated or otherwise modified, whether pursuant to change Section 1127 of the steps contemplated Bankruptcy Code, court order, or otherwise, without the consent of Agent and, as of the Closing Date or as of the Funding Date and after giving effect to the Restructuring Transactions, the Plan of Reorganization shall have been substantially consummated in accordance with the terms thereof and the terms of the Confirmation Orders. No document shall be deemed delivered to the Agent until received by the Seller Restructuring TransactionAgent at its offices in Boston, Massachusetts. Under no circumstances shall this Agreement take effect until executed and accepted by the Agent at said office. (b) At the request of Purchaser and at Purchaser’s cost and expense, Seller and its applicable Affiliates shall use commercially reasonable efforts to take such actions as requested by Purchaser to allow the Essex Generating Station to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any of the other Facilities, including obtaining any required standalone permits and contracts. The Parties agree to, and to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take such actions as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the foregoing.

Restructuring Transactions. (ai) Prior The Borrower or a holding company entity formed by the Backstop Parties shall have received the gross cash proceeds of a preferred equity rights offering to be made available to the Closing, Seller and its applicable Affiliates, at Seller’s sole cost and expense, shall take any and all actions necessary Senior Noteholders in an amount sufficient to effect meet the transactions contemplated by this Agreement, including requirements of clause (aiv) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability set forth on Section 5.19(a) of the Seller Disclosure Schedule from any Transferred Entity, on the one hand, to any member of the Seller Group (other than the Transferred Entities), on the other hand, and (b) conveying, transferring, assigning and delivering any asset or liability set forth on Section 5.19(b) of the Seller Disclosure Schedule from any member of the Seller Group (other than the Transferred Entities), on the one hand, to any Transferred Entity, on the other hand below (the foregoing clauses (a) and (b) collectively, Closing, the “Seller Restructuring TransactionsRights Offering”), in each case pursuant to instruments of transfer in form and substance reasonably satisfactory to Purchaser and provided that Purchaser’s prior written consent if received by such holding company, the holding company shall be required for have contributed the same (less any action not set forth on Section 5.19 of the Seller Disclosure Schedule; provided, further, that Purchaser may not require Parent to change the steps contemplated by the Seller Restructuring Transaction. (b) At the request of Purchaser and at Purchaser’s cost and expense, Seller and its applicable Affiliates shall use commercially reasonable efforts to take such actions as requested by Purchaser to allow the Essex Generating Station expenses to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any of the other Facilities, including obtaining any required standalone permits and contracts. The Parties agree to, and to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take paid by such actions as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed holding company in connection with the foregoingRestructuring) to the Borrower as cash common equity or preferred equity on the terms set forth in the Restructuring Support Agreement or otherwise reasonable acceptable to the Arranger and the Required Lenders. (ii) The Restructuring shall have been consummated either (i) substantially upon the Exchange Offer having been consummated (or shall be consummated substantially contemporaneously with the occurrence of the Effective Date) in accordance with the terms of the Restructuring Support Agreement, or (ii) if the Chapter 11 Cases (as defined in the Restructuring Support Agreement) shall have been commenced, then substantially upon the effective date of the Borrower’s Pre-Packaged Plan of Reorganization (as defined below) (which shall occur substantially contemporaneously with the occurrence of the Effective Date). The Borrower’s pre-packaged plan of reorganization constituting the “Plan” as defined in that certain Aquilex Holdings LLC Restructuring Support Agreement, dated as of December 20, 2011 (such restructuring support agreement, together with all exhibits, schedules and all related documents, in each case, as amended, supplemented or modified from time to time in accordance with the terms thereof, collectively, the “Restructuring Support Agreement”) by and among (a) the Company, (b) certain of the Company’s subsidiaries and affiliates, (c) the holders or investment advisors or managers for the account of the holders of at least two-thirds in principal amount of 11 1/8% Senior Notes due 2016 of the Company (such Notes, the “Senior Notes”, and any holder of Senior Notes, a “Senior Noteholder”), (d) certain Senior Noteholders, as Backstop Parties (as defined below), (e) the Existing Agent, (f) the holders of at least two-thirds in principal amount of the loans under the Existing Credit Agreement, (g) U.S. Bank National Association, in its capacity as administrative agent and collateral agent (in such capacity, the “Existing Second Lien Agent”) under that certain Credit Agreement, dated as of November 15, 2011 (the “Existing Second Lien Credit Agreement”), by and among the Company, as the borrower, the Existing Second Lien Agent and the lenders party thereto (the “Existing Second Lien Lenders”), (h) the holders of at least two-thirds in principal amount of the loans under the Existing Second Lien Credit Agreement, (i) Aquilex HoldCo L.P., and (j) the Ontario Teachers

Restructuring Transactions. (ai) Prior In accordance with the plan of restructuring previously approved by the Board of Directors and stockholders of Z-D, prior to the Closing, Seller and its applicable Affiliates, at Seller’s sole cost and expense, shall take any and date hereof Z-D has sold all actions necessary to effect of the transactions contemplated by this Agreement, including businesses listed on Section 3.2(r) of the Z-D Disclosure Schedule (a) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability set the "Divested Businesses"). Set forth on Section 5.19(a3.2(r) of the Seller Z-D Disclosure Schedule from is a list of all agreements, arrangements and understandings to which Z-D or any Transferred Entityof its Subsidiaries is a party or pursuant to which they may have any obligations or liabilities (whether absolute, contingent or otherwise and whether or not required to be set forth or reflected in a consolidated balance sheet of Z-D prepared in accordance with GAAP) relating to the Divested Businesses or the sale thereof other than obligations or liabilities against which Z-D is indemnified by the buyer thereof (the "Divestiture Agreements"). Z-D has provided to CNET true and correct copies of the Divestiture Agreements. All of the Divestiture Agreements are in full force and effect and are unmodified. Except for obligations and liabilities arising under or described in the Divestiture Agreements, neither Z-D nor any of its Subsidiaries has any liabilities or obligations of any nature (whether absolute, contingent or otherwise and whether or not required to be set forth or reflected in a consolidated balance sheet of Z-D prepared in accordance with GAAP) arising out of or relating to the Divested Businesses or their respective businesses, assets, liabilities or obligations or the sale thereof other than obligations or liabilities against which Z-D is indemnified by the buyer thereof. Except as set forth in Section 3.2(r) of the Z-D Disclosure Schedule, no claims have been asserted or threatened against Z-D or any of its Subsidiaries under any of the Divestiture Agreements (including, without limitation, any claims in respect of a breach of any term of any such agreement or for any indemnification provided by Z-D or any of its Subsidiaries in any Divestiture Agreement) nor to the knowledge of Z-D is there any basis for any such claim, in each case other than immaterial claims arising following the date hereof and prior to the Effective Time. (ii) Except as disclosed in the Spin Co. S-1 as filed with the SEC prior to the date hereof, (A) Spin Co. and its Subsidiaries do not own or have any rights to use any properties, assets or other rights used in the conduct of the business of Z-D or any of Z-D's Subsidiaries (other than Spin Co. and Spin Co.'s Subsidiaries), (B) there are no agreements, arrangements, understandings or other transactions between Spin Co. or any of its Subsidiaries, on the one hand, to and Z-D and any member of the Seller Group its Subsidiaries (other than the Transferred Entities), Spin Co. and its Subsidiaries) on the other hand, and (bC) conveyingsince December 31, transferring, assigning and delivering 1999 no officer or key employee of Z-D or any asset or liability set forth on Section 5.19(b) of the Seller Disclosure Schedule from any member of the Seller Group its Subsidiaries (other than the Transferred Entities)Spin Co. and its Subsidiaries) has transferred to, or otherwise become an employee or consultant of, Spin Co. or any of its Subsidiaries. The assets of Spin Co. and its Subsidiaries consist entirely of (i) assets reflected as "Net assets of discontinued operations" on the one hand, to any Transferred Entity, on consolidated balance sheets of Z-D included in the other hand Z-D Filed SEC Reports (the foregoing clauses (a"Z-D Financial Statements") and (bii) collectivelyassets acquired by Spin Co. and its Subsidiaries after the date of the Z-D Financial Statements. Since the date of the Z-D Financial Statements, Closingneither Z-D nor any of its Subsidiaries (other than Spin Co. and its Subsidiaries) has transferred any assets or other rights to Spin Co. and its Subsidiaries except cash transfers prior to the date hereof that are fully reflected in the net inter-company payable from Spin Co. and its Subsidiaries to Z-D. Z-D and its Subsidiaries (other than Spin Co. and its Subsidiaries) do not have any liabilities or other obligations (whether absolute, contingent or otherwise and whether or not required to be set forth in or reflected on a balance sheet prepared in accordance with GAAP) arising out of or relating to Spin Co. or its Subsidiaries or their respective properties, assets and other activities other than (i) those to be expressly provided for in the Distribution Agreement (as defined below) and (ii) those for which Spin Co. will indemnify Z-D and its Subsidiaries pursuant to the Distribution Agreement. For all purposes of this Agreement, the “Seller Restructuring Transactions”), in each case Subsidiaries of Spin Co. will include those entities being transferred to Spin Co. pursuant to instruments the Distribution Agreement. All outstanding indebtedness of transfer in form Spin Co. and substance reasonably satisfactory its Subsidiaries (including the $150,000,000 interim debt facility) is non-recourse to Purchaser Z-D and provided that Purchaser’s prior written consent shall be required for any action not set forth on Section 5.19 its Subsidiaries (other than Spin Co. and its Subsidiaries). The Preliminary Spin-Off Prospectus included as part of the Seller Disclosure Schedule; provided, further, that Purchaser may not require Parent to change the steps contemplated by the Seller Restructuring Transaction. (b) At the request of Purchaser and at Purchaser’s cost and expense, Seller and its applicable Affiliates shall use commercially reasonable efforts to take such actions Spin Co. S-1 as requested by Purchaser to allow the Essex Generating Station to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any of the other Facilities, including obtaining any required standalone permits and contracts. The Parties agree to, and to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take such actions as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection filed with the foregoing.SEC prior to the date hereof accurately describes in all material respects Z-D's current plans with respect to the Spin-Off and the Cash

Restructuring Transactions. (a) Prior to the Closing, Seller shall, and shall cause its applicable AffiliatesSubsidiaries to, at consummate the transactions listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller’s sole cost right, title and expenseinterest in and to (i) the equity interests in the Division Entities held by Seller or any of its Subsidiaries (other than the Company or a Division Entity) and (ii) such other properties, shall take any assets and all actions necessary to effect Contracts primarily used in the transactions contemplated by this Agreement, including (a) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability conduct of the Business as are set forth on Section 5.19(a2.4(a) of the Seller Disclosure Schedule from any Transferred Entity, on the one hand, to any member of the Seller Group (other than the Transferred Entities), on the other hand, and (b) conveying, transferring, assigning and delivering any asset or liability set forth on Letter. Section 5.19(b2.4(a) of the Seller Disclosure Schedule from any member Letter shall also set forth a list of each of the Seller Group (other than current operating outpatient rehabilitation clinics that will be owned by the Transferred Entities), on Company or the one hand, to any Transferred Entity, on Division Entities immediately after the other hand Closing (the foregoing clauses (a) and (b) collectively, Closing, the “Seller Restructuring TransactionsGoing Clinics”), in each case pursuant to instruments of transfer in form and substance reasonably satisfactory to Purchaser and provided that Purchaser’s prior written consent shall be required for any action not set forth on Section 5.19 include a listing of the Seller Disclosure Schedule; provided, further, legal entity that Purchaser may not require Parent to change the steps contemplated by the Seller Restructuring Transactionowns each such Going Clinic. (b) At Prior to the request of Purchaser and at Purchaser’s cost and expenseClosing, Seller shall, and shall cause its applicable Affiliates Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not primarily used in the conduct of Business and which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the “Excluded Assets”). Section 2.4(b) of the Disclosure Letter shall use commercially reasonable efforts also set forth a list of each of the outpatient rehabilitation clinics owned or controlled by Seller or its Subsidiaries at any time since September 30, 2005 that will not be owned by the Company or the Division immediately after the Closing. Such outpatient rehabilitation clinics and any other clinic presently or formerly owned or operated by Seller or its Subsidiaries (other than the Going Clinics) shall be referred to take such actions as requested by Purchaser the “Staying Clinics.” Buyer and Seller agree that any liabilities or obligations of the Company or any Division Entity that relate to allow the Essex Generating Station to Excluded Assets or the Staying Clinics will also be transferred to or assumed by Seller or a subsidiary Subsidiary of Purchaser Seller (other than the Company or its Subsidiaries) prior to the Effective Time, and that will own only the Essex Generating Station Company and not the Division Entities shall be released from any obligation relating to such liabilities as of the other Facilities, including obtaining any required standalone permits Effective Time and contractsindemnified by Seller from and against such liabilities. The Parties agree totransactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the “Restructuring Transactions,” and the agreements to effectuate the Restructuring Transactions shall be referred to herein as the “Restructuring Agreements.” Together, the Transition Agreement and the Restructuring Agreements are referred to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take such actions herein as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the foregoing.“Ancillary

Restructuring Transactions. (a) Prior Notwithstanding anything to the Closingcontrary set forth herein, Seller as soon as practicable, but in no event more than twenty (20) days after the date hereof, the Company and the Shareholders shall take or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate the Restructuring Transactions as set forth in Annex I attached hereto. The Restructuring Transactions shall be completed on terms and conditions acceptable to the Purchaser in all respects, and all documents, agreements, or instruments shall be subject to the prior approval of the Purchaser. The Company shall, and each of the Shareholders shall cause the Company and Nagoya to, provide the Purchaser and its applicable Affiliatesrepresentatives with a reasonable opportunity to review and comment on any documents, at Seller’s sole cost agreements or instruments prior to such documents, agreements and expense, shall take any and all actions necessary to effect instruments being executed and/or delivered in connection with the transactions contemplated by this Agreement, including (a) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability set forth on Section 5.19(a) of the Seller Disclosure Schedule from any Transferred Entity, on the one hand, to any member of the Seller Group (other than the Transferred Entities), on the other hand, and (b) conveying, transferring, assigning and delivering any asset or liability set forth on Section 5.19(b) of the Seller Disclosure Schedule from any member of the Seller Group (other than the Transferred Entities), on the one hand, to any Transferred Entity, on the other hand (the foregoing clauses (a) and (b) collectively, Closing, the “Seller Restructuring Transactions”), in each case pursuant to instruments of transfer in form and substance reasonably satisfactory to Purchaser and provided that Purchaser’s prior written consent shall be required for any action not set forth on Section 5.19 of the Seller Disclosure Schedule; provided, further, that Purchaser may not require Parent to change the steps contemplated by the Seller Restructuring Transaction. (b) At the request of Purchaser and at Purchaser’s cost and expense, Seller and its applicable Affiliates shall use commercially reasonable efforts to take such actions as requested by Purchaser to allow the Essex Generating Station to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any Each of the Shareholders hereby acknowledges and agrees that (i) any corporate actions, transfers or other Facilities, including obtaining any required standalone permits and contracts. The Parties agree to, and to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take such actions as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed taken in connection with the Restructuring Transactions shall be made on an “AS-IS”, “WHERE-IS” basis, without representation or warranty of any kind, and without recourse to the Company or Nagoya with respect to any such corporate actions, transfers or other actions, and without recourse to the recipient thereof; (ii) the Shareholders shall, jointly and severally, assume, satisfy, discharge, perform, pay and remain responsible for any and all Liabilities or Losses based upon, related or pertaining to, arising from or with respect to any of the Restructuring Transactions, including any Taxes associated with or arising from the Restructuring Transactions, in each case irrespective of whether they exist or arise prior to or after the Closing; and (iii) the Shareholders shall, jointly and severally, indemnify, defend and hold harmless each Purchaser Indemnified Person for any and all Liabilities or Losses related to the Restructuring Transactions, regardless of whether arising prior to or after the Closing Date. (c) Notwithstanding the foregoing, in no event shall this Section 6.18 limit or otherwise restrict the representations and warranties of the Shareholders, including any representations and warranties as to the Company or its Subsidiaries, set forth herein and the indemnification obligations of the Shareholders hereunder.

Restructuring Transactions. (a) Prior to the Closing, Seller shall, and shall cause its applicable AffiliatesSubsidiaries to, at consummate the transactions listed in Section 2.4(a) of the Disclosure Letter in order to transfer and convey to the Company or the Division Entities all of Seller's right, title and interest in and to (i) the equity interests in the Division Entities held by Seller or any of its Subsidiaries (other than the Company or a Division Entity) and (ii) such other properties, assets and Contracts primarily used in the conduct of the Business as are set forth on Section 2.4(a) of the Disclosure Letter. Notwithstanding anything in Section 2.4(a) of the Disclosure Letter to the contrary, Seller shall cause no less than 80% of the managed care Contracts used in the Business that to [Washington DC #361873 v9] 8 Seller’s sole cost Knowledge are in full force and expenseeffect to be transferred or assigned to the Company or the Division Entities (or replaced by equivalent Contracts) prior to the Closing. (b) Prior to the Closing, Seller shall, and shall take cause its Subsidiaries to, consummate the transactions listed in Section 2.4(b) of the Disclosure Letter in order to transfer or convey to Seller or a Subsidiary of Seller (other than the Company or a Division Entity) all of their right, title and interest in and to (i) the equity interests in all Subsidiaries of or other entities owned by the Company and the Division Entities that are not engaged in the conduct of the Business and (ii) such other properties, assets and Contracts that are not used in the conduct of the Business, all of which are set forth in Section 2.4(b) of the Disclosure Letter (collectively, the "Excluded Assets"). (c) The transactions listed in Sections 2.4(a) and 2.4(b) of the Disclosure Letter shall be collectively referred to herein as the "Restructuring Transactions" and the agreements to effectuate the Restructuring Transactions shall be referred to herein as the "Restructuring Agreements." Together, the Transition Agreement and the Restructuring Agreements are referred to herein as the "Ancillary Agreements." (d) To the extent any and all actions necessary property, asset, Contract or Permit that is required to effect be transferred or conveyed pursuant to the Restructuring Transactions or the transactions contemplated by this AgreementAgreement is not assignable or transferable without the consent of any Person other than Seller, including Buyer or any of their respective Affiliates, and such consent shall not have been given prior to the Closing, Seller shall have the continuing obligation after the Closing to use its commercially reasonable efforts to endeavor to obtain any such consent and/or to provide Buyer with the benefits of any such property, asset, Contract or Permit. After the Closing, Seller and Buyer shall cooperate with each other in any reasonable arrangement that is designed to (ai) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability set forth on Section 5.19(a) relieve Seller of the Seller Disclosure Schedule from obligations of any Transferred Entitysuch property, on assets, Contracts and Permits that are required to be transferred or conveyed to the one hand, Company or the Division Entities pursuant to any member the Restructuring Transactions or the transactions contemplated by this Agreement and provide Buyer the benefits thereunder and (ii) relieve Buyer of the obligations of any such property, assets, Contracts and Permits that are required to be transferred or conveyed to Seller Group or a Subsidiary of Seller (other than the Transferred Company or the Division Entities)) pursuant to the Restructuring Transactions or the transactions contemplated by this Agreement and provide Seller the benefits thereunder. For the avoidance of doubt, on the obligations contained in this Section 2.4(d) are additional to Seller’s other handobligations hereunder, and (bnothing in this Section 2.4(d) conveying, transferring, assigning and delivering shall serve to relieve Seller of any asset other obligation or liability set forth on Section 5.19(b) of the Seller Disclosure Schedule from any member of the Seller Group (other than the Transferred Entities), on the one hand, to any Transferred Entity, on the other hand (the foregoing clauses (a) and (b) collectively, Closing, the “Seller Restructuring Transactions”), in each case pursuant to instruments of transfer in form and substance reasonably satisfactory to Purchaser and provided that Purchaser’s prior written consent shall be required for any action not set forth on Section 5.19 of the Seller Disclosure Schedule; provided, further, that Purchaser may not require Parent to change the steps contemplated by the Seller Restructuring Transactionunder this Agreement. (b) At the request of Purchaser and at Purchaser’s cost and expense, Seller and its applicable Affiliates shall use commercially reasonable efforts to take such actions as requested by Purchaser to allow the Essex Generating Station to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any of the other Facilities, including obtaining any required standalone permits and contracts. The Parties agree to, and to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take such actions as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the foregoing.

Restructuring Transactions. The Borrower, each Lender, each Exiting Lender and the Agent agree that on the Restructuring Date the following transactions shall be deemed to occur automatically, without further action by any party hereto: (i) The Existing Credit Facility shall be replaced by the Restated Credit Facility and the Existing Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement; (ii) Each Exiting Lender shall cease to be a party hereto and shall have no further obligation to extend credit hereunder; (iii) All Existing Obligations, to the extent not paid on the Restructuring Date, shall be renewed, extended and restated hereunder and shall continue to be outstanding hereunder and, as such, shall constitute Obligations hereunder, and nothing herein shall be construed to deem such Existing Obligations paid. Each Existing Lender shall, promptly after receipt of (a) Prior the payment in immediately available funds of all amounts owing to the Closing, Seller and its applicable Affiliates, at Seller’s sole cost and expense, shall take any and all actions necessary such Existing Lender pursuant to effect the transactions contemplated by this Agreement, including (a) conveying, transferring, assigning and delivering any Excluded Asset or Excluded Liability set forth on Section 5.19(a) of the Seller Disclosure Schedule from any Transferred Entity, on the one hand, to any member of the Seller Group (other than the Transferred Entities4.1(xi), on the other hand, and (b) conveying, transferring, assigning and delivering any asset or liability set forth on Section 5.19(b) its Notes hereunder (in the case of the Seller Disclosure Schedule from any member of the Seller Group (other than the Transferred EntitiesLenders only), on return to the one handBorrower the promissory note (marked "Superseded" or, to any Transferred Entityin the case of Exiting Lenders, on "Cancelled") received by it in connection with the other hand Existing Credit Agreement. The Borrower, each Lender, each Exiting Lender and the Agent agree that (a) the restructuring transactions provided in the foregoing clauses (ai), (ii) and (biii) collectively, Closing, shall not be effective until the “Seller Restructuring Transactions”), in each case pursuant to instruments of transfer in form and substance reasonably satisfactory to Purchaser and provided that Purchaser’s prior written consent shall be required for any action not conditions set forth on in Section 5.19 of 4.1 are satisfied and the Seller Disclosure Scheduleinitial Advance shall have been made hereunder; provided, further, that Purchaser may not require Parent to change the steps contemplated by the Seller Restructuring Transaction. (b) At all terms and conditions of the request Existing Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder; (c) the representations, warranties and covenants set forth herein shall become effective concurrently with the making of Purchaser the initial Advance hereunder; and at Purchaser’s cost and expense(d) this Agreement (other than Section 9.7) shall terminate if the Restructuring Date shall not have occurred on or prior to June 30, Seller 1996. Each Exiting Lender's execution hereof shall be deemed to evidence only its agreement with this Section 9.17 and its applicable Affiliates shall use commercially reasonable efforts consent, solely in its capacity as an Existing Lender under the Existing Credit Agreement, to take such actions as requested by Purchaser to allow the Essex Generating Station to be transferred to a subsidiary of Purchaser that will own only the Essex Generating Station and not any amendments of the other Facilities, including obtaining any required standalone permits and contracts. The Parties agree to, and to cause their respective Affiliates to, cooperate in good faith and use their commercially reasonable efforts to take such actions as may be reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the foregoingExisting Credit Agreement embodied herein.